FGNX 8-K
FG Nexus Inc. (FGNX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders.
Fundamental Global Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on December 19, 2024. There were outstanding and entitled to vote at the Annual Meeting 1,264,929 shares of common stock. There were present, in person or by proxy, 852,813 shares representing approximately 67.4% of the common stock outstanding and entitled to vote. The matters set forth below were voted upon, with the results as indicated:
Proposal No. 1 – Election of Directors:
The Inspector of Elections certified the following vote tabulations for the seven nominees for election to the Board of Directors, all of whom were elected to serve as directors of the Company until the Company’s 2025 annual meeting of stockholders:
| For | Withheld | Broker Non-Votes | ||||||||||
| D. Kyle Cerminara | 587,446 | 3,877 | 261,490 | |||||||||
| Richard E. Govignon, Jr. | 580,973 | 10,350 | 261,490 | |||||||||
| Rita Hayes | 583,098 | 8,225 | 261,490 | |||||||||
| Michael C. Mitchell | 588,417 | 2,906 | 261,490 | |||||||||
| Robert J. Roschman | 587,523 | 3,800 | 261,490 | |||||||||
| Ndamukong Suh | 583,324 | 7,999 | 261,490 | |||||||||
| Scott D. Wollney | 579,792 | 11,531 | 261,490 | |||||||||
Proposal No. 2 – Approval of Amendment No. 2 to 2021 Equity Incentive Plan:
The Inspector of Elections certified the following vote tabulations for the proposal to approve Amendment No. 2 to the Company’s 2021 Equity Incentive Plan:
| For | Against | Abstain | Broker Non-Votes | |||
| 538,721 | 50,091 | 2,511 | 261,490 |
Proposal No. 3 – Ratification of Appointment of Independent Registered Public Accounting Firm:
The Inspector of Elections certified the following vote tabulations for the proposal to ratify the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:
| For | Against | Abstain | ||
| 841,250 | 9,348 | 2,215 |
Proposal No. 4 – Advisory Approval of Executive Compensation:
The Inspector of Elections certified the following advisory vote tabulations for the non-binding approval of the compensation of the Company’s Named Executive Officers, as described in the Proxy Statement related to the Annual Meeting:
| For | Against | Abstain | Broker Non-Votes | |||
| 576,704 | 12,233 | 2,386 | 261,490 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FUNDAMENTAL GLOBAL INC | ||
| Date: December 20, 2024 | By: | /s/ Mark D. Roberson |
| Mark D. Roberson | ||
| Chief Financial Officer | ||